HB786: HB786 Dodge County Building and Public Facilities Authority Act; enact

25 LC 47 3567/AP House Bill 786 (AS PASSED HOUSE AND SENATE) By: Representative Mathis of the 133rd A BILL TO BE ENTITLED AN ACT To create the Dodge County Building and Public Facilities Authority; to provide that such1 authority is a body corporate and politic and an instrumentalit y of the State of Georgia; to2 authorize the authority to acquire, construct, equip, maintain, and operate certain projects,3 including buildings and facilities for use by Dodge County and any other political4 subdivision or municipality located in Dodge County for its governmental, proprietary, and5 administrative functions; to provide for members of the authori ty and their terms,6 organization, and reimbursement; to provide for vacancies; to p rovide for definitions; to7 confer powers and impose duties on the authority; to grant limi tations to the authority; to8 authorize the authority to enter into contracts and leases pertaining to uses of such facilities,9 which contracts and leases may obligate the lessees to make pay ment for the use of the10 facilities for the term thereof and to pledge for that purpose money derived from taxation;11 to provide that no debt of Dodge County or the State of Georgia shall be incurred by the12 exercise of any of the powers granted; to authorize the issuanc e of revenue bonds of the13 authority payable from the revenues, rents, and earnings and other functions of the authority;14 to authorize the collecting and pledging of such revenues, rents, and earnings for the payment15 of such bonds; to authorize the adoption of resolutions and the execution of trust indentures16 to secure the payment of such bonds and to define the rights of the holders of such bonds; to17 provide for a sinking fund; to make the bonds of the authority exempt from taxation; to18 H. B. 786 - 1 - 25 LC 47 3567/AP authorize the issuance of refunding bonds; to provide for the v alidation of such bonds and19 to fix the venue for jurisdiction of actions relating to any pr ovision of this Act; to provide20 that property and income of the authority shall be exempt from taxation as provided by the21 laws of this state; to provide for immunity and exemption from liability for torts and22 negligence; to provide that the property of the authority shall not be subject to levy and sale;23 to provide that certain moneys are trust funds; to provide that this Act shall be liberally24 construed; to define the scope of the authority's operation; to provide for disposition of25 property upon authority dissolution; to provide for severability; to repeal conflicting laws;26 and for other purposes.27 BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:28 SECTION 1.29 Short title.30 This Act shall be known and may be cited as the "Dodge County B uilding and Public31 Facilities Authority Act."32 SECTION 2.33 Dodge County Building and Facilities Authority.34 There is created a public body corporate and politic to be know n as the Dodge County35 Building and Public Facilities Authority which shall be an inst rumentality and a public36 corporation of the State of Georgia, the purpose of which shall be to acquire, construct,37 equip, maintain, and operate certain projects for use by Dodge County or any other political38 subdivision or municipality located within Dodge County for its governmental, proprietary,39 public, and administrative functions. The authority shall not be a state institution, nor a40 H. B. 786 - 2 - 25 LC 47 3567/AP department or agency of the state, but shall be an instrumentality of the state, a mere creation41 of the state, being a distinct corporate entity and being exempt from the provisions of Article42 2 of Chapter 17 of Title 50 of the O.C.G.A., the "Georgia State Financing and Investment43 Commission Act." The authority shall have its principal office in Dodge County, and its44 legal situs or residence for the purposes of this Act shall be Dodge County.45 SECTION 3.46 Membership.47 The authority shall consist of five members who shall be eligible to succeed themselves and48 who shall be elected by the Board of Commissioners of Dodge County. No more than two49 members of the authority may be a member of said board of commissioners. Any member50 of the authority who is a member of said board of commissioners shall serve for a term of51 office concurrent with such person's term of office as a member of said board of52 commissioners. Each member of the authority who is not a membe r of said board of53 commissioners shall serve for a term of office of three years, except that the initial terms of54 office of those members first appointed to the authority shall be specified at the time of55 appointment to be one, two, and, if no such member is a member of the board of56 commissioners, three years. After such initial terms, those members who are not members57 of said board of commissioners shall each serve for terms of office of three years. Members58 of the authority shall serve for the terms of office so specified and until the appointment and59 qualification of their respective successors. Vacancies on the authority shall be filled by said60 board of commissioners for the remainder of the unexpired term and until the appointment61 and qualification of a successor. Immediately after their elec tion, the members of the62 authority shall enter upon their duties. The authority shall e lect one of its m em bers as63 chairperson and one as vice chairperson. The secretary-treasur er of the authority shall be64 appointed by the authority and need not be a member of the authority. Two members of the65 H. B. 786 - 3 - 25 LC 47 3567/AP authority shall constitute a quorum, and no vacancy on the authority shall impair the right of66 the quorum to exercise all the rights and perform all the duties of the authority and, in every67 instance, a majority vote of a quorum shall authorize any legal act of the authority, including68 all things necessary to authorize and issue revenue bonds. The members of the authority69 shall receive no compensation for their services but may be reimbursed by the authority for70 their actual expenses properly incurred in the performance of t heir official duties. The71 authority shall promulgate rules and regulations for its own go vernment and shall have72 perpetual existence.73 SECTION 4.74 Definitions.75 As used in this Act, the following words and terms shall have the following meanings unless76 a different meaning clearly appears from the context:77 (1) "Authority" shall mean the Dodge County Building and Public Facilities Authority78 created by this Act.79 (2) "Board of commissioners" shall mean the Board of Commissioners of Dodge County.80 (3) "Cost of project" shall include the cost of lands, buildings, improvements, machinery,81 equipment, property, easements, rights, franchises, material, labor, services acquired or82 contracted for, plans and specification, financing charges, con struction costs, interest83 prior to and during construction; architectural, accounting, en gineering, inspection,84 administrative, fiscal, and legal expenses; expenses incident to determining the feasibility85 or practicability of the project; and expenses incident to the acquiring, constructing,86 equipping, and operating of any project or any part thereof, and to the placing of the same87 in operation.88 (4) "Project" shall mean and include real and personal property acquired or held by the89 authority, including all land, buildings, structures, sanitary and surface water sewers,90 H. B. 786 - 4 - 25 LC 47 3567/AP utilities, including natural gas distribution, telecommunicatio ns, fiber, cable and91 broadband services; and other public property determined by the authority to be desirable92 for the efficient operation of any department, board, office, c ommission, or agency of93 Dodge County, the Dodge County School District, any municipalit y or other political94 subdivisions located within Dodge County, or of the State of Georgia, in the performance95 of its governmental, proprietary, and administrative functions.96 (5) "Revenue bonds" shall mean revenue bonds issued under the provisions of Article97 3 of Chapter 82 of Title 36 of the O.C.G.A., the "Revenue Bond Law," or under the98 provisions of this Act. The obligations authorized under this Act may be issued by the99 authority in the manner authorized under the "Revenue Bond Law."100 SECTION 5.101 Powers.102 The authority shall have all the powers necessary or convenient to carry out and effectuate103 the purposes and provisions of this Act including, but without limiting the generality of the104 foregoing, the power:105 (1) To sue and be sued;106 (2) To adopt and alter a corporate seal;107 (3) To make and execute with public and private persons and co rporations contracts,108 trusts, leases, rental agreements, and other instruments relati ng to its projects and in109 furtherance of the purposes of the authority, including contracts for constructing, renting,110 or leasing of its projects for the use of any county or municipality in this state;111 (4) To acquire in its own name by purchase on such terms and c onditions and in such112 manner as it may deem proper or by gift, grant, lease, or other wise, real and personal113 property necessary or convenient for its corporate purposes, or rights and easements114 therein, and to use the same so long as its corporate existence shall continue and to lease115 H. B. 786 - 5 - 25 LC 47 3567/AP or make contracts with respect to the use of or disposition of the same in any manner it116 deems to the best advantage of the authority. Title to any such property shall be held by117 the authority exclusively for the benefit of the public.118 (5) To improve, extend, add to, reconstruct, renovate, or remo del any project or part119 thereof already acquired;120 (6) To pledge or assign any revenues, income, rent, charges, a nd fees received by the121 authority;122 (7) To appoint and select agents, engineers, architects, attor neys, fiscal agents,123 accountants, and employees and to provide for their compensation and duties;124 (8) To construct, reconstruct, acquire, own, alter, repair, re model, maintain, extend,125 improve, operate, manage, and equip projects located on land ow ned or leased by the126 authority;127 (9) To receive, accept, and use any contributions, loans, or grants by persons, firms, or128 corporations, including the State of Georgia and the United Sta tes of America, or any129 instrumentality thereof, and any other contributions;130 (10) To pay all or part of the costs of any project from the proceeds of revenue bonds of131 the authority or from other lawful sources available to it;132 (11) To prescribe rules and regulations for the operation of and to exercise police powers133 over the projects managed or operated by the authority;134 (12) To accept, receive, and administer gifts, grants, loans a nd devises of money,135 material, and property of any kind, including loans and grants from the State of Georgia136 or the United States of America or any agency or instrumentalit y thereof, upon such137 terms and conditions as the State of Georgia or the United Stat es of America or such138 agency or instrumentality may impose;139 (13) To sell, lease, exchange, transfer, assign, pledge, mortg age, dispose of, grant in140 trust, or grant options for any real or personal property or interest therein in furtherance141 of the purposes of the authority;142 H. B. 786 - 6 - 25 LC 47 3567/AP (14) As security for repayment of authority obligations, to pl edge, mortgage, convey,143 assign, hypothecate, or ot herwise encumber any property, real o r personal, of such144 authority and to execute any trust agreement, indenture, or security agreement containing145 any provisions not in conflict with law, which trust agreement, indenture, or security146 agreement may provide for foreclosure or forced sale of any pro perty of the authority147 upon default, on such obligations, either in payment of princip al or interest or in the148 performance of any term or condition, as are contained in such agreement or indenture;149 (15) To borrow money for any of its corporate purposes, to issue revenue bonds payable150 solely from funds pledged for that purpose, and to provide for the payment of the same151 and for the rights of the holders thereof;152 (16) To exercise all powers usually possessed by private corporations performing similar153 functions which are not in conflict with the Constitution and laws of this state; and154 (17) Pursuant to proper resolution of the authority, to issue revenue bonds payable from155 the rents and revenues of the authority and its projects, which bonds may be issued in156 either fully negotiable coupon form, in which event they shall have all the qualities and157 incidents of negotiable instruments under the laws of this state, or they may be issued in158 whole or in part in nonnegotiable fully registered form without coupons, payable to a159 designated payee or to the registered assigns of the payee with such conversion privileges160 as the authority may provide, for the purpose of paying all or any part of the cost161 associated with the projects authorized by the authority, inclu ding the cost of162 constructing, reconstructing, equipping, extending, adding to, or improving such projects,163 or for the purpose of refunding, as provided in this Act, any such bonds of the authority164 theretofore issued. If the proceeds of the bonds of any issue shall exceed the amount165 required for the purpose for which such bonds were issued, the surplus shall be paid into166 the fund provided for the payment of principal and interest on such bonds. All such167 revenue bonds shall be issued and validated under and in accordance with the provisions168 of Article 3 of Chapter 82 of Title 36 of the O.C.G.A., the "Revenue Bond Law," and in169 H. B. 786 - 7 - 25 LC 47 3567/AP accordance with all terms and provisions thereof not in conflic t with this Act and in170 accordance with Code Section 50-17-1 of the O.C.G.A., relating to use of facsimile171 signatures on public securities, and, as security for the payment of any revenue bonds so172 authorized, any rents and revenue of the authority may be pledged and assigned. Such173 bonds are declared to be issued for an essential public and gov ernmental purpose, and174 such bonds and all income therefrom shall be exempt from all taxation within the State175 of Georgia. For the purpose of the exemption from taxation of such bonds and the176 income therefrom, the authority shall be deemed to be a political subdivision of the State177 of Georgia.178 SECTION 6.179 Credit not pledged and debt not created by bonds.180 Revenue bonds issued under the provisions of this Act shall not constitute a debt or a pledge181 of the faith and credit of the State of Georgia or Dodge County ; but such bonds shall be182 payable from the rentals, revenue, earnings, and funds of the a uthority as provided in the183 resolution, trust agreement, or indenture authorizing the issuance and securing the payment184 of such bonds. The issuance of such bonds shall not directly, indirectly, or contingently185 obligate the state or said county to levy or pledge any form of taxation whatever for the186 payment thereof. No holder of any bond or receiver or trustee in connection therewith shall187 have the right to enforce the payment thereof against any prope rty of the state or of said188 county, nor shall any such bond constitute a charge, lien, or encumbrance, legal or equitable,189 upon any such property. All such bonds shall contain on their face a recital setting forth190 substantially the foregoing provisions of this section.191 H. B. 786 - 8 - 25 LC 47 3567/AP SECTION 7.192 Trust agreement.193 In the discretion of the authority, any issue of revenue bonds may be secured by an194 agreement or indenture made by the authority with a corporate t rustee, which may be any195 trust company or bank having the powers of a trust company with in or without this state.196 Such trust agreement or indenture may pledge and assign rents, fees, charges, revenues, and197 earnings to be received by the authority. The resolution provi ding for the issuance of198 revenue bonds and such trust agreements or indenture may contain provisions for protecting199 and enforcing the rights and remedies of the bondholders, including the right of appointment200 of a receiver upon default of the payment of any principal or interest obligation and the right201 of any receiver or trustee to enforce collection of any rents, fees, charges, or revenues for use202 of the project or projects necessary to pay all costs of operation and all reserves provided for,203 all principal and interest on all bonds of the issue, all costs of collection, and all other costs204 reasonably necessary to accomplish the collection of such sums in the event of any default205 of the authority. Such resolution and such trust agreement or indenture may include206 covenants setting forth the duties of the authority in relation to the acquisition of property for207 and construction of the project and to the custody, safeguarding, and application of all funds208 and covenants providing for the operation, maintenance, repair, and insurance of the project209 or projects and may contain provisions concerning the condition s, if any, upon which210 additional revenue bonds may be issued. Such trust agreement or indenture may set forth the211 rights and remedies of the bondholders and of the trustee and may restrict the individual right212 of action of bondholders as is customary in securing bonds and debentures of corporations213 and may contain such other provisions as the authority may deem reasonable and proper for214 the security of the bondholders. All expenses incurred in carr ying out such trust may be215 treated as a part of the cost of maintenance, operation, and repair of the project affected by216 such trust.217 H. B. 786 - 9 - 25 LC 47 3567/AP SECTION 8.218 Refunding bonds.219 The authority is authorized to provide by resolution for the issuance of revenue bonds of the220 authority for the purpose of calling, refunding, or refinancing any revenue bonds issued221 under the provisions of this Act and then outstanding and to include in the amount of such222 refunding bonds all interest and any call premiums that may be required for the redemption223 and refunding of such outstanding bonds.224 SECTION 9.225 Venue of actions, jurisdiction.226 Any action to protect or enforce any rights under the provision s of this Act or any action227 against the authority brought in the courts of the State of Geo rgia shall be brought in the228 Superior Court of Dodge County, Georgia; and any action pertain ing to validation of any229 bonds issued under the provisions of this Act shall be brought in said court, which shall have230 exclusive, original jurisdiction of such actions.231 SECTION 10.232 Revenue bond validation.233 The petition for validation of all revenue bonds of the authority shall be brought against the234 authority, and any contracting party whose obligation is pledged as security for the payment235 of the bonds sought to be validated, as defendants, and the def endants shall be required to236 show cause, if any exists, as to why such contract or contracts and the terms and conditions237 thereof shall not be adjudicated to be in all respects valid and binding upon such contracting238 parties. It shall be incumbent upon such defendants to defend a gainst adjudication of the239 H. B. 786 - 10 - 25 LC 47 3567/AP validity and binding effect of such contract or contracts or be forever bound thereby. Notice240 of such proceedings shall be included in the notice of the validation hearing required to be241 issued and published by the clerk of the Superior Court of Dodge County in which court such242 validation proceedings shall be initiated.243 SECTION 11.244 Interest of bondholders protected.245 While any of the bonds issued by the authority remain outstandi ng, the powers, duties, or246 existence of the authority or of its officers, employees, or ag ents shall not be diminished,247 impaired, or affected in any manner that will affect adversely the interest and rights of the248 holders of such bonds. The provisions of this section shall be for the benefit of the authority249 and the holders of any such bonds and, upon the issuance of bonds under the provisions of250 this Act, shall constitute a contract with the holders of such bonds.251 SECTION 12.252 Revenues, earnings, rents, and charges; use.253 (a) For the purpose of earning sufficient revenue to make poss ible the financing of the254 construction of the project or projects of the authority with revenue bonds, the authority is255 authorized and empowered to fix, revise, and collect rents, fees, and charges on each project256 which it shall cause to be acquired or constructed. Such rents, fees, or charges to be paid for257 the use of such project or projects shall be so fixed and adjus ted as to provide a fund258 sufficient with other revenue, if any, of such project or projects or of the authority:259 (1) To pay the cost of operating, maintaining, and repairing t he project or projects,260 including reserves for insurance and extraordinary repairs and other reserves required by261 H. B. 786 - 11 - 25 LC 47 3567/AP the resolution or trust agreement or indenture pertaining to such bonds and the issuance262 thereof, unless such cost shall be otherwise provided for;263 (2) To pay the principal of and interest on such revenue bonds as the same shall become264 due, including call premium, if any, the proceeds of which shall have been or will be used265 to pay the cost of such project or projects;266 (3) To comply with any sinking fund requirements contained in the resolution or trust267 agreement or indenture pertaining to the issuance of and security for such bonds;268 (4) To perform fully all provisions of such resolution and trust agreement or indenture269 relating to the issuance of or security for such bonds to the payment of which such rent270 is pledged;271 (5) To accumulate any excess income which may be required by the purchasers of such272 bonds or may be dictated by the requirements of such resolution , trust agreement, or273 indenture, or of achieving ready marketability of and low inter est rates on such bonds;274 and275 (6) To pay any expenses in connection with such bond issue or of such project or276 projects, including but not limited to trustees', attorneys', and fiscal agents' fees.277 (b) Such rent shall be payable at such intervals as may be agreed upon and set forth in the278 rental contract or lease providing therefor, and any such contract or lease may provide for the279 commencement of rent payments to the authority prior to the completion of the undertaking280 by the authority of any such project and may provide for the pa yment of rent during such281 times as such project or projects may be partially or wholly untenantable.282 (c) Such rental contract or lease may obligate the tenants or lessees to operate, maintain, and283 keep in good repair, including complete reconstruction, if nece ssary, the rented or leased284 premises and projects, regardless of the cause of the necessity of such maintenance, repair,285 or reconstruction.286 (d) Such rental contract or lease may obligate the tenants or lessees to indemnify and save287 harmless the authority from any and all damage to persons and property occurring on or by288 H. B. 786 - 12 - 25 LC 47 3567/AP reason of the leased property or improvements thereon and to undertake, at the expense of289 the tenants or lessees, the defense of any action brought again st the authority by reason of290 injury or damages to persons or property occurring on or by reason of the leased premises.291 (e) In the event of any failure or refusal on the part of the tenants or lessees to perform292 punctually any covena nt or obligation contained in any such ren tal contract or lease, the293 authority may enforce performance by any legal or equitable process against the tenants or294 lessees.295 (f) The authority shall be permitted to assign any rent payable to it, pursuant to such rental296 contract or lease, to a trustee or paying agent as may be requi red by the terms of the297 resolution or trust agreement or indenture relating to the issu ance of and security for such298 bonds.299 (g) The use and disposition of the authority's revenue shall be subject to the provisions of300 the resolution authorizing the issuance of such bonds or of the trust agreement or indenture,301 if any, securing the same.302 SECTION 13.303 Sinking fund.304 The revenue, rents, and earnings derived from any particular project or projects and any and305 all revenue, rents, and earnings received by the authority, reg ardless of whether such306 revenue, rents, and earnings were produced by a particular project for which bonds have been307 issued, unless otherwise pledged, may be pledged by the authori ty to payment of the308 principal of and interest on revenue bonds of the authority as may be provided in any309 resolution authorizing the issuance of such bonds or in any trust instrument pertaining to such310 bonds, and such funds so pledged, from whatever source received , may include funds311 received from one or more or all sources and may be set aside a t regular intervals into312 H. B. 786 - 13 - 25 LC 47 3567/AP sinking funds for which provision may be made in any such resol ution or trust instrument313 and which may be pledged to and charged with the payment of:314 (1) The interest upon such revenue bonds as such interest shall become due;315 (2) The principal of the bonds as the same shall mature;316 (3) The necessary charges of any trustee or paying agent for p aying such principal and317 interest; and318 (4) Any premium upon bonds retired by call or purchase; 319 and the use and disposition of any sinking fund may be subject to such regulation as may be320 provided for in the resolution authorizing the issuance of the bonds or in the trust instrument321 securing the payment of the same.322 SECTION 14.323 Property acquired for public purpose.324 The exercise of the powers conferred upon the authority under t his Act shall constitute an325 essential governmental function for a public purpose, and the p roperty it acquires shall be326 deemed to be public property. To the maximum extent permitted by laws of this state, the327 authority shall not be required to pay taxes or assessments upon any of the property acquired328 by it or under its jurisdiction, control, possession, or supervision or upon its activities in the329 operation and maintenance of property acquired by it or of buildings or other improvements330 erected or acquired by it or any fees, rents, or other charges for the use of such property or331 buildings or improvements or other income received by the authority. Nothing provided in332 this section shall include an exemption from sales and use tax on property purchased by or333 for the use of the authority.334 H. B. 786 - 14 - 25 LC 47 3567/AP SECTION 15.335 Immunity from tort actions.336 The authority shall have the same immunity and exemption from l iability for torts and337 negligence as the State of Georgia, and the officers, agents, and employees of the authority,338 when in performance of work of the authority, shall have the same immunity and exemption339 from liability for torts and negligence as officers, agents, an d employees of the State of340 Georgia. The authority may be sued the same as private corpora tions on any contractual341 obligation of the authority.342 SECTION 16.343 Property not subject to levy and sale.344 The property of the authority shall not be subject to levy and sale under legal process.345 SECTION 17.346 Trust funds.347 All funds received pursuant to authority of Section 12 of this Act, whether as proceeds from348 the sale of revenue bonds or as revenue, rents, fees, charges, or other earnings or as grants,349 gifts, or other contributions, shall be deemed to be trust funds to be held and applied by the350 authority, solely as provided in this Act. The bondholders entitled to receive the benefits of351 such funds shall have a lien on all such funds until the same are applied as provided for in352 any such resolution or trust instrument of the authority.353 H. B. 786 - 15 - 25 LC 47 3567/AP SECTION 18.354 Construction.355 This Act and any other law enacted with reference to the author ity shall be liberally356 construed for the accomplishment of its purposes.357 SECTION 19.358 Scope of operations.359 The projects of the authority's operation shall be located in the territory embraced within the360 jurisdictional limits of Dodge County as the same now or may hereafter exist.361 SECTION 20.362 Conveyance of property upon dissolution.363 Should the authority for any reason be dissolved after full pay ment of all bonded364 indebtedness incurred under this Act, both as to principal and interest, title to all property of365 any kind and nature, real and personal, held by the authority at the time of such dissolution366 shall be conveyed to Dodge County. The title to any such property may be conveyed prior367 to such dissolution in accordance with provisions which may be made therefor in any368 resolution or trust instrument relating to such property, subject to any liens, leases, or other369 encumbrances outstanding against or in respect to said property at the time of such370 conveyance.371 H. B. 786 - 16 - 25 LC 47 3567/AP SECTION 21.372 Effect of partial invalidity of Act.373 Should any sentence, clause, phrase, or part of this Act be dec lared for any reason to be374 unconstitutional or invalid, the same shall not affect such remainder of this Act or any part375 hereof, other than the part so held to be invalid, but the remaining provisions of this Act shall376 remain in full force and effect. It is the express intention of this Act to enact each provision377 of this Act independently of any other provision hereof.378 SECTION 22.379 Repealer.380 All laws and parts of laws in conflict with this Act are repealed.381 H. B. 786 - 17 -